Form 4: Penumbra CAO Boosts Stake, Merger Vesting Noted

Penumbra's Chief Accounting Officer, Lambert Shiu, increased direct beneficial ownership through RSU grants, with accelerated vesting tied to a potential merger with Boston Scientific.

Summary

• Lambert Shiu, Chief Accounting Officer of Penumbra Inc. (PEN), reported changes in his beneficial ownership of common stock.
• On February 13, 2026, Shiu was granted 2,300 restricted stock units (RSUs) under the Issuer's Amended and Restated 2014 Equity Incentive Plan.
• These RSUs are scheduled to vest 1/4 equally on February 15, 2026, February 15, 2027, February 15, 2028, and February 15, 2029, subject to continued service.
• On February 15, 2026, 412 shares of common stock were withheld by Penumbra to satisfy tax withholding obligations related to the vesting of previously granted RSUs, at a price of $339.3 per share.
• On February 17, 2026, Shiu received an additional grant of 2,300 RSUs under the same plan.
• These second RSUs will vest 1/4 equally on an annual basis, beginning on February 15, 2027, subject to continued service.
• Both RSU grants include a provision for full accelerated vesting upon the 'Closing' of an Agreement and Plan of Merger, dated January 14, 2026, among Penumbra, Boston Scientific Corporation, and Pinehurst Merger Sub, Inc., provided continued service through such date.
• Following these transactions, Lambert Shiu's direct beneficial ownership of Penumbra common stock increased to 39,473 shares, with an additional 300 shares held indirectly by his spouse's IRA.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as slightly positive due to increased insider ownership, which generally signals confidence, and the potential for accelerated vesting tied to a significant corporate event like a merger.

Positives

• Lambert Shiu, the Chief Accounting Officer, increased his direct beneficial ownership by a net of 4,188 shares through RSU grants, aligning his interests further with shareholders.
• The RSU grants include a clause for accelerated vesting upon the closing of a merger with Boston Scientific Corporation, potentially providing an immediate benefit to the executive if the merger proceeds.

Negatives

• 412 shares were withheld by the Issuer to cover tax withholding obligations, representing a reduction in directly held shares.

Future Outlook

The future outlook for Lambert Shiu's unvested RSUs is tied to both continued service and the potential closing of the merger with Boston Scientific Corporation. If the merger closes, any remaining unvested RSUs will fully vest, providing an accelerated benefit to the reporting person.

Industry Context

StockSavvy.ai notes that RSU grants are a common form of executive compensation, designed to align management incentives with long-term shareholder value. The inclusion of an accelerated vesting clause contingent on a merger with Boston Scientific Corporation highlights significant M&A activity within the medical device sector, indicating potential consolidation or strategic shifts among key players.

Comparison to Industry Standards

• The structure of RSU grants with multi-year vesting schedules is a standard practice in executive compensation across various industries, including medical technology, to promote retention and long-term performance.
• The specific clause for accelerated vesting upon a change of control (merger) is also a common feature in executive compensation agreements, designed to protect executives' equity interests during M&A events. This is consistent with practices seen in comparable transactions involving medical device companies.

Stakeholder Impact

• Shareholders: Increased insider ownership may be viewed positively as it aligns management's interests with shareholder value. The merger reference could signal a significant event impacting future share value.
• Employees: The merger, if it closes, could have broader implications for employees, though this filing specifically addresses executive compensation.

Next Steps

• Continued vesting of RSUs on scheduled dates (February 15, 2027, 2028, 2029).
• Potential full vesting of unvested RSUs upon the 'Closing' of the merger with Boston Scientific Corporation, subject to continued service.

Key Dates

Keywords

Penumbra, PEN, insider transaction, Form 4, restricted stock units, RSU, beneficial ownership, executive compensation, Boston Scientific, merger, vesting